Exhibit 10.1
SECOND AMENDMENT TO
LIMITED WAIVER TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO LIMITED WAIVER TO CREDIT AGREEMENT dated as of September 13, 2017 (this “
Second Amendment to Limited
Waiver
”), is entered into among GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation (the “
Company
”), the Guarantors identified on the signature pages hereto, the Lenders party hereto, and CITIBANK, N.A., as
administrative agent (in such capacity, the “
Administrative Agent
”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Limited Waiver described below.
RECITALS
WHEREAS
,
reference is made to the First Amendment and Limited Waiver to Credit Agreement, dated as of May 4, 2017 (as amended by the Amendment to First Amendment and Limited Waiver to Credit Agreement and Second Amendment to Credit Agreement, dated as
of June 29, 2017, and as otherwise amended from time to time, the “
Limited Waiver
”), among the Company, the Guarantors party thereto from time to time, the Administrative Agent and the Lenders party thereto;
WHEREAS
, the Loan Parties have requested that the Lenders amend certain provisions of the Limited Waiver; and
WHEREAS
, the Lenders signatory hereto, constituting the Required Lenders, are willing to agree to such amendments in accordance with
and subject to the terms and conditions set forth herein.
NOW, THEREFORE
, in consideration of the agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1.
Amendment of Limited Waiver
. Section 1(a) of the Limited Waiver is hereby amended and restated in its entirety as follows:
“(a)
Annual Financial Statements
. Notwithstanding anything else to the contrary in any Loan Document, the
Administrative Agent and the Lenders party hereto hereby waive (with retroactive effect to March 31, 2017) any Default or Event of Default that has arisen or that may arise under the Credit Agreement or any other Loan Document from the failure
to deliver, by March 31, 2017, the Company’s audited annual financials for the fiscal year ended December 31, 2016, together with the related report and opinion and other items required by Section 6.01(a) of the Credit Agreement
and the Compliance Certificate relating thereto required by Section 6.02(a) of the Credit Agreement (collectively, the “
Annual Financial Statement Deliverables
”). The waiver in this
Section
1(a)
shall
remain in effect at all times from and after March 31, 2017, so long as the Annual Financial Statement Deliverables are delivered in accordance with the Credit Agreement by no later than September 30, 2017; and failure to so deliver all or
any of the Annual Financial Statement Deliverables on or prior to September 30, 2017, shall constitute an immediate Event of Default.”
2.
Reserved
.
3.
Consent Fee
. The Company agrees to pay, or cause to be paid, to the Administrative Agent, for the account of each Lender who consents to this Second Amendment to Limited Waiver by executing
and delivering to the Administrative Agent (or its counsel) a signature page hereto by 5:00 p.m., New York City
time, on September 13, 2017 (each such Lender, a “
Consenting Lender
” and, collectively, the “
Consenting Lenders
”), a consent fee equal to 25 basis points on the aggregate principal amount of the Revolving
Credit Commitments and Term Loans of such Consenting Lender as of the Effective Date (as defined below) (collectively, the “
Consent Fees
”); it being understood that (x) all Consent Fees payable to Consenting Lenders shall be
payable in full only if consents from the Required Lenders are received on the Effective Date and (y) the Company in its sole discretion may pay Consent Fees for the account of Lenders who consent to this Second Amendment to Limited Waiver
after the above specified deadline. Failure to so pay, or cause to be paid, to the Administrative Agent, for the account of each Consenting Lender, the Consent Fees on or prior to 5:00 p.m., New York City time, on September 15, 2017, shall
constitute an immediate Event of Default.
4.
Effectiveness; Conditions Precedent
. This Second Amendment to Limited Waiver shall be
effective, as of the date first above written, on the first date (the “
Effective Date
”) on which each of the following conditions is satisfied:
(a) The Administrative Agent (or its counsel) shall have received from the Company, the Guarantors and the Required Lenders
either a counterpart of this Second Amendment to Limited Waiver signed on behalf of such party or evidence satisfactory to the Administrative Agent (or its counsel), which may include a facsimile transmission or other electronic transmission
(including email as .pdf or .tif attachment), that such party has signed a counterpart hereof.
(b) The representations and
warranties set forth in
Section
6
of this Second Amendment to Limited Waiver shall be true and correct as of the date hereof.
5.
Reaffirmation
.
(a)
Validity of Obligations
. The Company and each other Loan Party acknowledges and agrees that, both before and after
giving effect to this Second Amendment to Limited Waiver, the Company and each other Loan Party is indebted to the Lenders for the Obligations, without defense, counterclaim or offset of any kind and the Company and each other Loan Party hereby
ratifies and reaffirms the validity, enforceability and binding nature of such Obligations.
(b)
Validity of
Guarantees
. Each Guarantor hereby confirms and agrees that, its guarantee under the Credit Agreement is, and shall continue to be, in full force and effect, and shall apply to all Obligations and such guarantee is hereby ratified and confirmed
in all respects.
(c)
Validity of Liens and Loan Documents
. The Company and each other Loan Party hereby agrees and
confirms that the Credit Agreement and each other Loan Document constitutes a legal, valid and binding obligation of the Company and each other Loan Party, in each case, to the extent party to such Loan Document, enforceable against the Company and
each other Loan Party in accordance with its terms. The Company and each other Loan Party hereby ratifies and reaffirms the validity and enforceability (without defense, counterclaim or offset of any kind) of the Liens and security interests granted
to the Administrative Agent for the benefit of the Secured Parties to secure any of the Obligations by the Company or any other Loan Party pursuant to the Loan Documents to which any of the Company or any other Loan Party is a party and hereby
confirms and agrees that notwithstanding the effectiveness of this Second Amendment to Limited Waiver, and except as expressly amended by this Second Amendment to Limited Waiver, each such Loan Document is, and shall continue to be, in full force
and effect and each is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Second Amendment to Limited Waiver, each reference in the Loan Documents to the “Credit Agreement”,
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“thereunder”, “thereof” (and each reference in the Credit Agreement to this “Agreement”, “hereunder” or “hereof”) or words of like import shall
mean and be a reference to the Credit Agreement as amended by this Second Amendment to Limited Waiver. This Second Amendment to Limited Waiver shall constitute a “Loan Document” for purposes of the Credit Agreement.
6.
Representations and Warranties
. Each Loan Party represents and warrants as follows:
(a)
Power; Authorization; Enforceable Obligations
. The Company and each other Loan Party has the requisite power and
authority, and the legal right, to enter into this Second Amendment to Limited Waiver. The Company and each other Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of
this Second Amendment to Limited Waiver. This Second Amendment to Limited Waiver constitutes a legal, valid and binding obligation of the Company and each other Loan Party signatory hereto, enforceable against the Company and each other Loan Party
in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).
(b)
Accuracy of Representations and Warranties
.
Immediately after giving effect to this Second Amendment to Limited Waiver on the Effective Date, the representations and warranties of the Company and each other Loan Party set forth in the Loan Documents (including, for the avoidance of doubt, in
the Credit Agreement) are true and correct in all material respects on and as of the Effective Date to the same extent as though made on and as of the Effective Date, except to the extent such representations and warranties specifically relate to an
earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date;
provided
that any representation and warranty that is qualified as to “materiality,”
“Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(c)
No Default or Event of Default
. As of the Effective Date, immediately after giving effect to this Second Amendment
to Limited Waiver, no Default or Event of Default exists.
7.
Expenses
. The Company agrees to pay all reasonable and documented
out-of-pocket
costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Second Amendment to Limited Waiver, including
without limitation the reasonable and documented fees and expenses of the Administrative Agent’s legal counsel, in each case, in the manner set forth in Section 10.04 of the Credit Agreement.
8.
Further Assurances
. The Loan Parties agree to promptly take such action, upon the reasonable request of the Administrative Agent, as
is necessary to carry out the intent of this Second Amendment to Limited Waiver.
9.
Counterparts
. This Second Amendment to Limited
Waiver is a Loan Document. This Second Amendment to Limited Waiver may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Second Amendment to Limited Waiver by fax, email or other electronic transmission (including in .pdf or .tif format) shall be effective as delivery of a manually executed counterpart of
this Second Amendment to Limited Waiver.
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10.
GOVERNING LAW
. THIS SECOND AMENDMENT TO LIMITED WAIVER AND ANY CLAIMS, CONTROVERSY,
DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS SECOND AMENDMENT TO LIMITED WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
11.
Effect of Agreement
. Except as expressly set forth herein, this Second Amendment to Limited Waiver shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall
be deemed to entitle any Loan Party to any other consent to, or any other waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan
Document in similar or different circumstances.
12.
Successors and Assigns
. This Second Amendment to Limited Waiver shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
13.
Consent to Jurisdiction;
Waiver of Jury Trial
. The jurisdiction and waiver of jury trial provisions set forth in Sections 10.15 and 10.16 of the Credit Agreement are hereby incorporated by reference,
mutatis mutandis
.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Limited Waiver to be
duly executed as of the date first above written.
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GLOBAL EAGLE ENTERTAINMENT INC., as Borrower
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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AIRLINE MEDIA PRODUCTIONS, INC.
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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ENTERTAINMENT IN MOTION, INC.
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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GLOBAL EAGLE ENTERTAINMENT OPERATIONS SOLUTIONS, INC.
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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EMC INTERMEDIATE, LLC
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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INFLIGHT PRODUCTIONS USA INC.
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By:
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/s/ Paul
Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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POST MODERN EDIT, INC.
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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THE LAB AERO, INC.
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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ROW 44, INC.
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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N44HQ, LLC
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By: Row 44, Inc., its Sole Member
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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EMERGING MARKETS COMMUNICATIONS, LLC
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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EMC ACQUISITION, LLC
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By:
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/s/ Paul
Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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SCISCO PARENT, INC.
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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SEAMOBILE INC.
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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MARITEL HOLDINGS, INC.
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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MARITIME TELECOMMUNICATIONS NETWORK, INC.
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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MTN GOVERNMENT SERVICES, INC.
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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MTN LICENSE CORP.
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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EMC-JV HOLDCO LLC
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By:
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/s/ Paul Rainey
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Name:
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Paul Rainey
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Title:
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Chief Financial Officer
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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CITIBANK,N.A., as Administrative Agent, L/C Issuer, Swing Line Lender and Lender
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By:
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/s/ Sigrid M. Nubla
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Name:
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Sigrid M. Nubla
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Title:
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SVP
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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MARATHON CLO IX LTD., as a Lender
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By: MARATHON ASSET MANAGEMENT, L.P.as Portfolio Manager
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By:
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/s/ Louis Hanover
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Name:
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Louis Hanover
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Title:
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Authorized Signatory
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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Marathon CLO VI, Ltd., as a Lender
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By:
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/s/ Louis Hanover
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Name:
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Louis Hanover
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Title:
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Authorized Signatory
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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MARATHON CLO VII LTD., as a Lender
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By:
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/s/ Louis Hanover
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Name:
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Louis Hanover
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Title:
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Authorized Signatory
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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Marathon CLO VIII Ltd., as a Lender
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By:
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/s/ Louis Hanover
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Name:
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Louis Hanover
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Title:
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Authorized Signatory
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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Bank of America, N.A., as Lender
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By:
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/s/ Ryan Pennetti
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Name:
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Ryan Pennetti
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Title:
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Vice President
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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Bower 1 LLC , as a Lender
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By: Citibank, N.A.,
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By:
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/s/ Mitesh Bhakta
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Name:
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Mitesh Bhakta
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Title:
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Associate Director
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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Vector Trading (Cayman), LP, as Lender
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By:
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/s/ James Murray
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Name:
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James Murray
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Title:
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Authorized Person
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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VC4 Debt Investments (US) LLC, as Lender
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By:
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/s/ James Murray
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Name:
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James Murray
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Title:
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Authorized Person
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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CITIZENS BANK, N.A., as Lender
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By:
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/s/ Ryan Goodband
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Name:
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Ryan Goodband
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Title:
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Director
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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BNPP IP CLO 2014-I, Ltd., as Lender
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By:
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/s/ Vanessa Ritter
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Name:
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Vanessa Ritter
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Title:
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Portfolio Manager
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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BNPP IP CLO 2014-II, Ltd., as Lender
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By:
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/s/ Vanessa Ritter
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Name:
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Vanessa Ritter
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Title:
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Portfolio Manager
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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Empyrean Investments, LLC, as Lender
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By:
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/s/ C. Martin Meekins
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Name:
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C. Martin Meekins
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Title:
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Authorized Person
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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BlackRock Credit Alpha Master Fund L.P.
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By: BlackRock Financial Management Inc., in its capacity as investment advisor, as lender
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By:
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/s/ Gina Forziati
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Name:
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Gina Forziati
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Title:
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Vice President
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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BlackRock Multi-Strategy Master Fund Limited
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By: BlackRock Institutional Trust Company, N.A.,
Its Investment Manager, as lender
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By:
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/s/ Gina Forziati
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Name:
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Gina Forziati
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Title:
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Vice President
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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CA 534 Offshore Fund, Ltd
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By: BlackRock Financial Management, Inc., in its capacity as investment advisor, as lender
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By:
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/s/ Gina Forziati
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Name:
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Gina Forziati
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Title:
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Vice President
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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The Obsidian Master Fund
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By: BlackRock Financial Management, Inc., its Investment Advisor, as lender
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By:
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/s/ Gina Forziati
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Name:
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Gina Forziati
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Title:
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Vice President
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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Mercer Multi-Asset Growth Fund, as Lender
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By:
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/s/ Alex Guang Yu
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Name:
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Alex Guang Yu
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Title:
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Authorized Signatory
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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Nebraska Investment Council, as Lender
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By:
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/s/ Alex Guang Yu
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Name:
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Alex Guang Yu
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Title:
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Authorized Signatory
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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Kansas Public Employees Retirement System, as Lender
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By:
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/s/ Alex Guang Yu
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Name:
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Alex Guang Yu
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Title:
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Authorized Signatory
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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Franklin US Floating Rate Plus Master Fund, as Lender
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By:
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/s/ Alex Guang Yu
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Name:
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Alex Guang Yu
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Title:
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Authorized Signatory
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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Franklin Templeton Series II Funds - Franklin Floating Rate II Fund, as Lender
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By:
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/s/ Madeline Lam
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Name:
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Madeline Lam
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Title:
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Asst. Vice President
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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Franklin Floating Rate Master Trust - Franklin Floating Rate Master Series, as Lender
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By:
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/s/ Madeline Lam
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Name:
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Madeline Lam
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Title:
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Asst. Vice President
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[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
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Franklin Investors Securities Trust - Franklin Floating Rate Daily Access Fund, as Lender
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By:
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/s/ Madeline Lam
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Name:
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Madeline Lam
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Franklin Floating Rate Master Trust - Franklin Lower Tier Floating Rate Fund, as Lender
|
|
|
|
|
By:
|
|
/s/ Alex Guang Yu
|
|
Name:
|
|
Alex Guang Yu
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Franklin Floating Rate Master Trust - Franklin Middle Tier Floating Rate Fund, as Lender
|
|
|
|
|
By:
|
|
/s/ Alex Guang Yu
|
|
Name:
|
|
Alex Guang Yu
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
NPB Manager Fund SPC - Segregated Portfolio 102,
as Lender
|
|
|
|
|
By:
|
|
/s/ Qazi Manirul Alam
|
|
Name:
|
|
Qazi Manirul Alam
|
|
Title:
|
|
CEO/CIO of Investment Subadvisor
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
SDP Flagship Master Fund L.P.,
as
Lender
|
|
|
|
|
By:
|
|
/s/ Qazi Manirul Alam
|
|
Name:
|
|
Qazi Manirul Alam
|
|
Title:
|
|
CEO/CIO of Investment Subadvisor
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
NPB Manager Fund, SPC - Segregated Portfolio 103,
as Lender
|
|
|
|
|
By:
|
|
/s/ Qazi Manirul Alam
|
|
Name:
|
|
Qazi Manirul Alam
|
|
Title:
|
|
CEO/CIO of Investment Subadvisor
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
FRANKLIN CUSTODIAN FUNDS - FRANKLIN INCOME FUND, as Lender
|
|
|
|
|
By:
|
|
/s/ Richard Hsu
|
|
Name:
|
|
Richard Hsu
|
|
Title:
|
|
Vice President, Franklin Advisers
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
SIC JV SPV FUNDING I LLC
|
|
a Delaware limited liability company
|
|
|
|
|
By:
|
|
SIERRA SENIOR LOAN STRATEGY JV I LLC, a Delaware limited liability company, its Designated Manager
|
|
|
|
|
By:
|
|
/s/ Christopher M. Mathieu
|
|
Name:
|
|
Christopher M. Mathieu
|
|
Title:
|
|
Authorized Person
|
[Signature Page to Second
Amendment to Limited Waiver to Global Eagle Entertainment Credit Agreement]
|
|
|
|
|
MCC JV SPV FUNDING I LLC
|
|
a Delaware limited liability company
|
|
|
|
|
By:
|
|
MCC SENIOR LOAN STRATEGY JV I LLC, a Delaware limited liability company, its Designated Manager
|
|
|
|
|
By:
|
|
/s/ Richard T. Allorto, Jr.
|
|
Name:
|
|
Richard T. Allorto, Jr.
|
|
Title:
|
|
Authorized Person
|
[Signature Page to Second
Amendment to Limited Waiver to Global Eagle Entertainment Credit Agreement]
|
|
|
|
|
MEDLEY CREDIT STRATEGIES (KOC) LLC
|
|
a Delaware limited liability company
|
|
|
|
|
By:
|
|
Medley SMA Advisors LLC, a Delaware limited liability company, its Designated Manager
|
|
|
|
|
By:
|
|
/s/ Richard T. Allorto, Jr.
|
|
Name:
|
|
Richard T. Allorto, Jr.
|
|
Title:
|
|
Chief Financial Office
|
[Signature Page to Second
Amendment to Limited Waiver to Global Eagle Entertainment Credit Agreement]
|
|
|
|
|
Ocean Trails CLO IV, as Lender
|
|
|
|
|
By:
|
|
Five Arrows Managers North America LLC as Asset Manager
|
|
|
|
|
By:
|
|
/s/ Ryan White
|
|
Name:
|
|
Ryan White
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Ocean Trails CLO V, as Lender
|
|
|
|
|
By:
|
|
Five Arrows Managers North America LLC as Asset Manager
|
|
|
|
|
By:
|
|
/s/ Ryan White
|
|
Name:
|
|
Ryan White
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Ocean Trails CLO VI, as Lender
|
|
|
|
|
By:
|
|
Five Arrows Managers North America LLC as Asset Manager
|
|
|
|
|
By:
|
|
/s/ Ryan White
|
|
Name:
|
|
Ryan White
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AXA IM Paris SA, for and on behalf of
|
|
ALLEGRO CLO I, Ltd
as
Lender
|
|
|
|
|
By:
|
|
/s/ Matthieu Martin
|
|
Name:
|
|
Matthieu Martin
|
|
Title:
|
|
Senior Trader
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AXA IM Paris SA, for and on behalf of
|
|
ALLEGRO CLO II, Ltd
as
Lender
|
|
|
|
|
By:
|
|
/s/ Matthieu Martin
|
|
Name:
|
|
Matthieu Martin
|
|
Title:
|
|
Senior Trader
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AXA IM Paris SA, for and on behalf of
|
|
ALLEGRO CLO III, Ltd
as
Lender
|
|
|
|
|
By:
|
|
/s/ Matthieu Martin
|
|
Name:
|
|
Matthieu Martin
|
|
Title:
|
|
Senior Trader
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AXA IM Paris SA, for and on behalf of
|
|
ALLEGRO CLO IV, Ltd
as
Lender
|
|
|
|
|
By:
|
|
/s/ Matthieu Martin
|
|
Name:
|
|
Matthieu Martin
|
|
Title:
|
|
Senior Trader
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AXA IM Paris SA, for and on behalf of
|
|
AXA UK Leveraged Loans Fund
as
Lender
|
|
|
|
|
By:
|
|
/s/ Matthieu Martin
|
|
Name:
|
|
Matthieu Martin
|
|
Title:
|
|
Senior Trader
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AXA IM Paris SA, for and on behalf of
|
|
FCP Columbus Diversified Leveraged Loans Fund as Lender
|
|
|
|
|
By:
|
|
/s/ Matthieu Martin
|
|
Name:
|
|
Matthieu Martin
|
|
Title:
|
|
Senior Trader
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AXA IM Paris SA, for and on behalf of
|
|
FCP Columbus Global Debt Fund
as
Lender
|
|
|
|
|
By:
|
|
/s/ Matthieu Martin
|
|
Name:
|
|
Matthieu Martin
|
|
Title:
|
|
Senior Trader
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AXA IM Paris SA, for and on behalf of
|
|
AXA Germany Leveraged Loans Fund
as
Lender
|
|
|
|
|
By:
|
|
/s/ Matthieu Martin
|
|
Name:
|
|
Matthieu Martin
|
|
Title:
|
|
Senior Trader
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AXA IM Paris SA, for and on behalf of
|
|
Matignon Loans Fund
as
Lender
|
|
|
|
|
By:
|
|
/s/ Matthieu Martin
|
|
Name:
|
|
Matthieu Martin
|
|
Title:
|
|
Senior Trader
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AXA IM Paris SA, for and on behalf of
|
|
Matignon Loans Iard Fund
as
Lender
|
|
|
|
|
By:
|
|
/s/ Matthieu Martin
|
|
Name:
|
|
Matthieu Martin
|
|
Title:
|
|
Senior Trader
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
JMP CREDIT ADVISORS CLO III LTD.
|
|
By:
|
|
JMP Credit Advisors LLC, As
Attorney-in-Fact
|
|
|
|
|
By:
|
|
/s/ Shawn S. O’Leary
|
|
Name:
|
|
Shawn S. O’Leary
|
|
Title:
|
|
Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
JMP CREDIT ADVISORS CLO IV LTD.
|
|
By:
|
|
JMP Credit Advisors LLC, As
Attorney-in-Fact
|
|
|
|
|
By:
|
|
/s/ Shawn S. O’Leary
|
|
Name:
|
|
Shawn S. O’Leary
|
|
Title:
|
|
Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Kingsland VI, as a Lender
|
|
By:
|
|
Kingsland Capital Management, LLC as Manager
|
|
|
|
|
By:
|
|
/s/ Katherine Kim
|
|
Name:
|
|
Katherine Kim
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Kingsland VII, as a Lender
|
|
By:
|
|
Kingsland Capital Management, LLC as Manager
|
|
|
|
|
By:
|
|
/s/ Katherine Kim
|
|
Name:
|
|
Katherine Kim
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AMMC CLO 15, LIMITED, as a Lender
|
|
BY:
|
|
American Money Management Corp., as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ David P. Meyer
|
|
Name:
|
|
David P. Meyer
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AMMC CLO 16, LIMITED, as a Lender
|
|
By:
|
|
American Money Management Corp., as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ David. P. Meyer
|
|
Name:
|
|
David P. Meyer
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AMMC CLO 17, LIMITED, as a Lender
|
|
By:
|
|
American Money Management Corp., as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ David P. Meyer
|
|
Name:
|
|
David P. Meyer
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AMMC CLO 18, LIMITED, as a Lender
|
|
By:
|
|
American Money Management Corp., as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ David Meyer
|
|
Name:
|
|
David Meyer
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AMMC CLO 19, LIMITED, as a Lender
|
|
By:
|
|
American Money Management Corp., as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ David Meyer
|
|
Name:
|
|
David Meyer
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AMMC CLO 20, LIMITED, as a Lender
|
|
By:
|
|
American Money Management Corp., as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ David Meyer
|
|
Name:
|
|
David Meyer
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AMMC CLO XIII, LIMITED, as a Lender
|
|
By:
|
|
American Money Management Corp., as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ David P. Meyer
|
|
Name:
|
|
David P. Meyer
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AMMC CLO XIV, LIMITED, as a Lender
|
|
|
|
|
By:
|
|
/s/ David P. Meyer
|
|
Name:
|
|
David P. Meyer
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2012-3, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2012-4, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2013-1, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2013-4, Ltd., as a Lender
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2014-1, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2014-2, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2014-3, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2014-4, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2014-5, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2015-1, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2015-2, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2015-3, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2015-4, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2015-5, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2016-1, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2016-2 Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle Global Market Strategies CLO 2016-3, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle US CLO 2016-4, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle US CLO 2017-1, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle US CLO 2017-2, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Carlyle US CLO 2017-3 Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Linda Pace
|
|
Name:
|
|
Linda Pace
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
TRALEE CLO II, LTD , as a Lender
|
|
By:
|
|
Par-Four Investment Management, LLC As Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Dennis Gorczyca
|
|
Name:
|
|
Dennis Gorczyca
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
TRALEE CLO III, LTD., as a Lender
|
|
By:
|
|
Par-Four Investment Management, LLC As Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Dennis Gorczyca
|
|
Name:
|
|
Dennis Gorczyca
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
MACQUARIE CAPITAL FUNDING LLC,
as
Lender
|
|
|
|
|
By:
|
|
/s/ Mini Shih
|
|
Name:
|
|
Mini Shih
|
|
Title:
|
|
Authorized Signatory
|
|
|
|
|
By:
|
|
/s/ Ayesha Farooqi
|
|
Name:
|
|
Ayesha Farooqi
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
VENTURE XII CLO, Limited, as a Lender
|
|
BY:
|
|
its investment advisor MJX Venture Management LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
VENTURE XIII CLO, Limited, as a Lender
|
|
BY:
|
|
its Investment Advisor MJX Asset Management LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
VENTURE XIV CLO, Limited, as a Lender
|
|
By:
|
|
its investment advisor MJX Asset Management LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
VENTURE XV CLO, Limited, as a Lender
|
|
By:
|
|
its investment advisor MJX Asset Management LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
VENTURE XVI CLO, Limited, as a Lender
|
|
By:
|
|
its investment advisor MJX Asset Management LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Venture XVIII CLO, Limited, as a Lender
|
|
By:
|
|
its investment advisor MJX Asset Management LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Venture XXI CLO, Limited, as a Lender
|
|
By:
|
|
its investment advisor MJX Asset Management LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Venture XXIII CLO, Limited, as a Lender
|
|
By:
|
|
its investment advisor MJX Asset Management LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
American Beacon Sound Point Floating Rate Income Fund, a series of American Beacon Funds, as a Lender
|
|
By:
|
|
Sound Point Capital Management, LP as
Sub-Advisor
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Cavello Bay Reinsurance Limited, as a Lender
|
|
By:
|
|
Sound Point Capital Management, LP as Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Commonwealth of Pennsylvania, Treasury Department , as a Lender
|
|
BY:
|
|
Sound Point Capital Management, LP as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Commonwealth of Pennsylvania, Treasury Department - Tuition Account Program , as a Lender
|
|
BY:
|
|
Sound Point Capital Management, LP as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Kaiser Foundation Hospitals, as a Lender
|
|
By:
|
|
Sound Point Capital Management, LP as Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Kaiser Permanente Group Trust, as a Lender
|
|
By:
|
|
Sound Point Capital Management, LP as Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Privilege Underwriters Reciprocal Exchange, as a Lender
|
|
By:
|
|
Sound Point Capital Management, LP as Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
PURE Insurance Company, as a Lender
|
|
By:
|
|
Sound Point Capital Management, LP as Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Sound Point CLO III, Ltd, as a Lender
|
|
BY:
|
|
Sound Point Capital Management, LP as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Sound Point CLO IV, Ltd, as a Lender
|
|
BY:
|
|
Sound Point Capital Management, LP as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Sound Point CLO IX, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Sound Point CLO V, Ltd., as a Lender
|
|
BY:
|
|
Sound Point Capital Management, LP as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Sound Point CLO VI, Ltd., as a Lender
|
|
BY:
|
|
Sound Point Capital Management, LP as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Sound Point CLO VII, Ltd., as a Lender
|
|
BY:
|
|
Sound Point Capital Management, LP as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Sound Point CLO VIII, Ltd., as a Lender
|
|
BY:
|
|
Sound Point Capital Management, LP as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Sound Point CLO X, Ltd., as a Lender
|
|
By:
|
|
Sound Point Capital Management, LP as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Sound Point CLO XI, Ltd., as a Lender
|
|
By:
|
|
Sound Point Capital Management, LP as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Sound Point CLO XII, Ltd., as a Lender
|
|
By:
|
|
Sound Point Capital Management, LP as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Sound Point CLO XIV, Ltd., as a Lender
|
|
By:
|
|
Sound Point Capital Management, LP as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Sound Point CLO XV, Ltd, as a Lender
|
|
By:
|
|
Sound Point Capital Management, LP as Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Sound Point Senior Floating Rate Master Fund, L.P., as a Lender
|
|
BY:
|
|
Sound Point Capital Management, LP as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Teamsters Pension Trust Fund of Philadelphia & Vicinity, as a Lender
|
|
BY:
|
|
Sound Point Capital Management, LP as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Andrew Wright
|
|
Name:
|
|
Andrew Wright
|
|
Title:
|
|
Authorized Signatory
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Venture XVII CLO Limited, as a Lender
|
|
BY:
|
|
its investment advisor, MJX Asset Management, LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Venture XXII CLO, Limited, as a Lender
|
|
By:
|
|
its investment advisor
|
|
MJX Venture Management LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Venture XXVI CLO, Limited, as a Lender
|
|
By:
|
|
its investment advisor
|
|
MJX Venture Management LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Arch Street CLO, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Scott D’Orsi
|
|
Name:
|
|
Scott D’Orsi
|
|
Title:
|
|
Portfolio Manager
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Staniford Street CLO, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Scott D’Orsi
|
|
Name:
|
|
Scott D’Orsi
|
|
Title:
|
|
Portfolio Manager
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
AGF Floating Rate Income Fund, as Lender
|
|
By:
|
|
Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Eaton Vance CLO 2013- 1 LTD, as Lender
|
|
By:
|
|
Eaton Vance Management as Portfolio Manager
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Eaton Vance CLO 2014-1 Ltd, as Lender
|
|
By:
|
|
Eaton Vance Management Portfolio Manager
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Eaton Vance CLO 2015-1 Ltd, as Lender
|
|
By:
|
|
Eaton Vance Management Portfolio Manager
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
DaVinci Reinsurance Ltd., as Lender
|
|
By:
|
|
Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Eaton Vance Floating-Rate Income Plus Fund, as Lender
|
|
By:
|
|
Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Eaton Vance Senior Floating-Rate Trust, as Lender
|
|
By:
|
|
Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Eaton Vance Floating-Rate Income Trust, as Lender
|
|
By:
|
|
Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
Eaton Vance International (Cayman Islands)
Floating-Rate Income Portfolio, as Lender
|
|
By:
|
|
Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Eaton Vance Senior Income Trust, as Lender
|
|
By:
|
|
Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Eaton Vance Short Duration Diversified Income Fund, as Lender
|
|
By:
|
|
Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Eaton Vance Institutional Senior Loan Fund, as Lender
|
|
By:
|
|
Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Eaton Vance Limited Duration Income Fund, as Lender
|
|
By:
|
|
Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Eaton Vance Floating Rate Portfolio, as Lender
|
|
By:
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|
Boston Management and Research as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
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Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
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Eaton Vance US Loan Fund 2016 a Series Trust of Global Cayman Investment Trust, as Lender
|
|
By:
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Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Brighthouse Funds Trust I - Brighthouse/Eaton Vance Floating Rate Portfolio, as Lender
|
|
By:
|
|
Eaton Vance Management, as Investment
Sub-Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Florida Power & Light Company, as Lender
|
|
By:
|
|
Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Pacific Select Fund - Floating Rate Loan Portfolio, as Lender
|
|
By:
|
|
Eaton Vance Management as Investment
Sub-Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Eaton Vance Bank Loan Fund Series II
|
|
a Series Trust of Multi Manager Global Investment Trust, as Lender
|
|
By:
|
|
Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Eaton Vance Loan Fund Series III
|
|
a Series Trust of Multi Manager Global Investment Trust, as Lender
|
|
By:
|
|
Eaton Vance Management, as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Renaissance Investment Holdings Ltd., as Lender
|
|
By:
|
|
Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Columbia Funds Variable Series Trust II-Variable Portfolio-Eaton Vance Floating Rate Income Fund, as Lender
|
|
By:
|
|
Eaton Vance Management as Investment
Sub-Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Senior Debt Portfolio, as Lender
|
|
By:
|
|
Boston Management and Research as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Eaton Vance VT Floating-Rate Income Fund, as Lender
|
|
By:
|
|
Eaton Vance Management as Investment Advisor
|
|
|
|
|
By:
|
|
/s/ Michael B. Botthof
|
|
Name:
|
|
Michael B. Botthof
|
|
Title:
|
|
Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
MONROE CAPITAL MML CLO 2016-1, LTD.
|
|
|
|
|
By:
|
|
Monroe Capital Management LLC, as Collateral Manager Attorney-in Fact, as Lender
|
|
|
|
|
By:
|
|
/s/ Jeff Williams
|
|
Name:
|
|
Jeff Williams
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
MONROE CAPITAL CLO 2014-1, LTD.
|
|
|
|
|
By:
|
|
MONROE CAPITAL MANAGEMENT LLC
, as Asset Manager and attorney-in Fact, as Lender
|
|
|
|
|
By:
|
|
/s/ Jeff Williams
|
|
Name:
|
|
Jeff Williams
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
ALJ Global Loan Fund 2016 A SERIES TRUST OF MULTIMANAGER GLOBAL INVESTMENT TRUST, as a Lender
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
BNY Mellon Global High Yield Bond Fund, as a Lender
|
|
by Alcentra NY, LLC the investment manager
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Collective Trust High Yield Fund, as a Lender
|
|
By:
|
|
Alcentra NY, LLC, as investment manager
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Dreyfus/Laurel Fund Trust-Dreyfus High Yield Fund, as a Lender
|
|
By:
|
|
Alcentra NY, LLC, as investment advisor
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Global-Loan SV S.a.r.l., as a Lender
|
|
Executed by Alcentra Limited as Portfolio Manager, and Alcentra NY, LLC as Sub-Manager, for and on behalf of Global-Loan SV Sarl
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Multi-Credit SV S.a.r.l., as a Lender
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Shackleton 2013-III CLO, Ltd., as a Lender
|
|
BY:
|
|
Alcentra NY, LLC, as investment advisor
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Shackleton 2013-IV CLO, LTD, as a Lender
|
|
BY:
|
|
Alcentra NY, LLC, as its Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Shackleton 2014-V CLO, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Shackleton 2014-VI CLO, Ltd., as a Lender
|
|
BY:
|
|
Alcentra NY, LLC, as its Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Shackleton 2015-VII CLO, Ltd., as a Lender
|
|
BY:
|
|
Alcentra NY, LLC, as its Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Shackleton 2015-VIII CLO, Ltd., as a Lender
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Shackleton 2016-IX CLO, Ltd, as a Lender
|
|
by:
|
|
Alcentra NY, LLC, as its Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Shackleton 2017-X CLO, Ltd, as a Lender by Alcentra NY, LLC, as its Collateral Manager
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
The Dreyfus/Laurel Funds, Inc. - Dreyfus Floating Rate Income Fund, as a Lender
|
|
By:
|
|
Alcentra NY, LLC, as its investment advisor
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
US Loan SV S.a.r.l., as a Lender
|
|
|
|
|
By:
|
|
/s/ Thomas Frangione
|
|
Name:
|
|
Thomas Frangione
|
|
Title:
|
|
Senior Vice President
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
Venture 28A CLO Limited, as a Lender
|
|
By:
|
|
its investment advisor
|
|
MJX Venture Management II LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
VENTURE XIX CLO, Limited, as a Lender
|
|
By:
|
|
its investment advisor
|
|
MJX Asset Management LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
VENTURE XX CLO, Limited, as a Lender
|
|
By:
|
|
its investment advisor
|
|
MJX Asset Management LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
VENTURE XXIV CLO, Limited, as a Lender
|
|
By:
|
|
its investment advisor
|
|
MJX Asset Management LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
VENTURE XXIX CLO, Limited, as a Lender
|
|
By:
|
|
its investment advisor
|
|
MJX Asset Management II LLC
|
|
|
|
|
By:
|
|
/s/ Michael Regan
|
|
Name:
|
|
Michael Regan
|
|
Title:
|
|
Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
CBAM Funding
2016-1
LLC, as Lender
|
|
|
|
|
By:
|
|
/s/ John H. Garrett
|
|
|
|
Name: John H. Garrett
|
|
|
|
Title: Managing Director
|
[Signature Page to Second
Amendment to Limited Waiver to GEE Credit Agreement]
|
|
|
|
|
BARCLAYS BANK PLC, as Lender
|
|
|
|
|
By:
|
|
/s/ May Huang
|
|
|
|
Name: May Huang
Title: Assistant Vice
President
|
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
Exhibit 99.1
GLOBAL EAGLE PROVIDES BUSINESS UPDATE
LOS ANGELES, CA, September 14, 2017 - Global Eagle Entertainment Inc. (Nasdaq: ENT) (“Global Eagle” or the “Company”), a leading
provider of satellite-based connectivity and media to global mobility markets across air, sea and land, today provided a business update.
“While
2017 has been a year of transition for Global Eagle, we are building a solid foundation to position our company for future growth,” commented Jeff Leddy, CEO of Global Eagle. “Importantly, we have strengthened key areas in finance and
other shared service functions, and continue to integrate past acquisitions across our business lines.”
Under its new leadership, Global Eagle is
further professionalizing its business. This includes many new hires as well as adding new leadership positions within our finance, Content and Connectivity teams. The Company is implementing new software tools designed to
enhance operations, improve the timeliness of our financial reporting and reduce future extraordinary expenses, such as audit, professional services and legal fees.
“Both the Content and Connectivity teams are winning new business and major renewals that we will discuss during our business-update call this afternoon,
and both our Content and Connectivity businesses are benefiting from strong secular growth within their industries,” continued Mr. Leddy. “We have a number of opportunities in front of us and are poised to execute on them in the
coming months. As we near the completion of the 2016 audit, we are focused on driving growth in 2018.”
Global Eagle and its auditors are strongly
committed to filing the Company’s 2016 Form 10-K by September 30, 2017 and to filing its Q1 and Q2 2017
Form 10-Qs
within 30 days thereafter. Global Eagle obtained an extension from its
Credit Agreement lenders to make these filings within that timeline.
“We have made significant enhancements to our finance department in the last
six months as we drive to improve both our processes and controls,” said Paul Rainey, CFO of Global Eagle. “We are already seeing these benefits in accounting and other areas as we near the close of our audit process. In addition, we are
taking tremendous steps forward across our business lines to improve customer relations and make better informed decisions to enhance performance.”
Financial Update
|
|
•
|
|
For the fourth quarter 2016, Global Eagle expects to report revenue of $157 million, net loss of $88 million and Adjusted EBITDA* of $18.7 million. This compares to revenue of $113 million, net loss
of $4.8 million and Adjusted EBITDA of $15.5 million in the fourth quarter 2015.
|
|
|
•
|
|
For full year 2016, Global Eagle expects to report revenue of $530 million, net loss of $109 million and Adjusted EBITDA of $57 million. This compares to revenue of $426 million, net loss of
$2.1 million and Adjusted EBITDA of $50 million for full year 2015.
|
|
|
•
|
|
As previously reported, the Company had approximately $48 million in cash as of September 6, 2017, and the outstanding principal balance under its revolving credit facility was $50 million. The
Company’s outstanding principal balance on its term-loan facility is $497 million, and the Company has $82.5 million in aggregate principal amount outstanding of its 2.75% convertible senior notes due 2035.
|
|
|
•
|
|
Global Eagle separately announced today that it received a notice of delisting of its securities from NASDAQ. The Company intends to appeal the delisting, and has provided more information on that process in a separate
press release issued today (
link
)
.
|
Webcast
Global Eagle will host a webcast to discuss its business update today (Thursday, September 14, 2017) at 4:30 p.m. ET (1:30 p.m. PT). The
Company will make the webcast available on the Investor Relations section of its website at
http://investors.geemedia.com/events.cfm
. An archive of the webcast replay will be on its website for 30 days following the event.
About Global Eagle
Global Eagle is a leading
provider of media, content, connectivity and data analytics to markets across air, sea and land. Global Eagle offers a fully integrated suite of rich media content and seamless connectivity solutions to airlines, cruise lines, commercial ships,
high-end
yachts, ferries and land locations worldwide. With approximately 1,500 employees and 50 offices on six continents, the Company delivers exceptional service and rapid support to a diverse customer base. Find
out more at:
www.GlobalEagle.com
.
Contact:
Peter A. Lopez
Vice President, Investor Relations
+1
310-740-8624
investor.relations@geemedia.com
pr@geemedia.com
* About
Non-GAAP
Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles, or GAAP, we
present Adjusted EBITDA, which is a
non-GAAP
financial measure, as a measure of our performance. The presentation of Adjusted EBITDA is not intended to be considered in isolation from, or as a substitute for,
or superior to, net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our cash flows or liquidity. For more information on this
non-GAAP
financial measure, please see the table entitled “Reconciliation of GAAP Measure to Non-GAAP Measure” at the end of this release.
Adjusted EBITDA is one of the primary measures used by our management and board of directors to understand and evaluate our financial performance and
operating trends, including period to period comparisons, to prepare and approve our annual budget and to develop short and long term operational plans. Additionally, Adjusted EBITDA is one of the primary measures used by the compensation committee
of our board of directors to establish the funding targets for (and subsequent funding of) our annual bonus pool for our employees and executives. We believe our presentation of Adjusted EBITDA is useful to investors both because it allows for
greater transparency with respect to key metrics used by management in its financial and operational decision-making and our management frequently uses it in discussions with investors, commercial bankers, securities analysts and other users of our
financial statements.
We define Adjusted EBITDA as net income (loss) before income tax expense (benefit), interest income (expense), change in fair value
of financial instruments, other (income) expense, depreciation and amortization, (including depreciation and amortization expense relating to equity method investments), as further adjusted to eliminate the impact of, when applicable, stock-based
compensation, acquisition, integration and transaction costs, and restructuring charges. Other income (expense), acquisition, integration and transaction costs and restructuring charges include such items, when applicable, as (a) income (loss)
from investments, foreign currency exchange gains (losses), loss on disposal of fixed assets and other income (expenses), (b)
non-cash
GAAP purchase accounting adjustments for certain deferred revenue and
costs, (c) legal, accounting and other professional fees directly attributable to acquisition activity, (d) employee severance and retention payments and third party professional fees directly attributable to acquisition or corporate
realignment activities, (e) legal settlements (and related professional fees) or reserves for legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date, and
(f) restructuring expenses and employee termination benefits. Management does not consider these costs to be indicative of our core operating results.
Cautionary Note Concerning Forward-Looking Statements
We make “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of
1995, including with respect to our expected financial performance, the timing of filing our delinquent Exchange Act reports and the NASDAQ delisting process and related appeal. These forward-looking statements are based on information available to
us as of the date hereof and on our current expectations, forecasts and assumptions, and involve substantial risks and uncertainties. The financial performance information included in this release for fourth quarter and full-year 2016 is
unaudited, and we may learn new information during the completion and finalization of our
quarter and year-end financial and
accounting procedures that may alter our final
financial-performance results for those periods versus the information included herein and/or may require that we restate our financial statements for one or more prior fiscal periods. In addition, actual results may vary materially from those
expressed or implied by the forward looking statements herein due to a variety of other factors, including: our ability to remediate material weaknesses in our internal control over financial reporting and to complete such remediation in a timely
manner; our ability to maintain effective internal control over financial reporting; our ability to integrate businesses or technologies we acquire
and realize run-rate synergies from
those
acquisitions; our dependence on our existing relationship and agreement with Southwest Airlines; increased demand by customers for greater bandwidth, speed and performance and increased competition from new technologies and market entrants; customer
attrition due to direct arrangements between satellite providers and customers; pricing pressure in our Content segment and a reduction in the use of intermediary content service providers; a reduction or elimination of the time between our receipt
of content and it being made available to the rental or home viewing market; a reduction in the volume or quality of content produced by studios, distributors or other content
providers; increased on-board use of
personal electronic devices and content accessed and downloaded prior to travel, or regulators’ prohibitions on any such devices onboard aircraft
in some jurisdictions; our ability to compete as a content provider against “over the top” download services and other companies that
offer in-flight entertainment
systems; the costs to
defend and/or settle current and potential future civil intellectual property lawsuits and related claims for indemnification as well as pending securities class action claims; limitations on the cash flow available to make investments due to our
substantial indebtedness and our ability to generate sufficient cash flow to make payments thereon or maintain liquidity; our ability to remain in compliance with the operational and financial covenants in our credit agreement; our ability to repay
the principal amount of our convertible notes at maturity, raise the funds necessary to settle conversions of our convertible notes or repurchase our convertible notes upon a fundamental change or on specified repurchase dates or due to future
indebtedness; our ability to retain key members of senior management; and other risks and uncertainties set forth herein and in our most recent Annual Report
on Form 10-K and subsequently
filed Quarterly Reports
on Form 10-Q.
The forward-looking statements herein speak only as of the date the statements are made (which is the date of this press release). You should not put
undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent
required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Financial Information
The table below presents financial results for the three and twelve month periods ended December 31, 2016 and 2015.
Global Eagle Entertainment Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
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Three Months Ended
December 31,
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Year Ended
December 31,
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2016
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2015
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2016
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2015
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Revenue
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$
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157,017
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$
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113,235
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$
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530,008
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$
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426,030
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Cost of sales
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111,536
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72,191
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366,738
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279,156
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Gross Margin
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45,481
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41,044
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163,270
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146,874
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Operating expenses:
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Sales and marketing
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11,398
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4,647
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30,951
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17,705
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Product development
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12,403
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7,163
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37,481
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28,610
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General and administrative
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32,122
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23,418
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114,517
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77,715
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Provision for legal settlements
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1,961
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—
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43,649
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4,250
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Amortization of intangible assets
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11,881
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7,720
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35,936
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26,994
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Goodwill impairment
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57,000
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—
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57,000
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—
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Restructuring charges
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—
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43
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—
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411
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Total operating expenses
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126,765
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42,991
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319,534
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155,685
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Loss from operations
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(81,284
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)
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(1,947
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)
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(156,264
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)
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(8,811
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)
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Other income (expense), net:
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Interest expense, net
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(10,335
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)
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(861
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)
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(18,164
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)
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(2,492
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)
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Income from equity method investments
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1,638
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—
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3,703
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—
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Change in fair value of derivatives
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7,041
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(1,928
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)
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25,023
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11,938
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Other (expense) income, net
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(1,703
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)
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675
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(6,326
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)
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(1,140
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)
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Loss before income taxes
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(84,643
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)
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(4,061
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(152,028
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)
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(505
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)
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Income tax expense (benefit)
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3,322
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749
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(42,845
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)
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1,621
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Net income (loss)
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$
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(87,965
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)
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$
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(4,810
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)
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$
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(109,183
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)
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$
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(2,126
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)
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Net loss per share
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Basic
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$
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(1.10
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$
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(0.06
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$
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(1.34
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$
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(0.03
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)
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Diluted
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$
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(1.10
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$
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(0.06
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$
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(1.34
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$
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(0.18
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Weighted average shares outstanding:
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Basic
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85,369
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78,476
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81,269
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77,558
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Diluted
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85,369
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78,476
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81,269
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78,394
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Reconciliation of GAAP Measure to
Non-GAAP
Measure
(In millions)
(Unaudited)
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Three Months Ended
December 31,
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Year Ended
December 31,
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2016
|
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2015
|
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2016
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2015
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Net Income
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$
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(88.0
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$
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(4.8
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$
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(109.2
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$
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(2.1
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)
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Income Tax
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3.3
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0.7
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(42.8
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)
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1.5
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Other Income (Expense)
1
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5.0
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2.1
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(0.5
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)
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(8.3
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)
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Depreciation and Amortization
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83.4
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10.7
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121.5
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36.6
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Stock-based Compensation
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2.6
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2.0
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10.7
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8.3
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Acquisition and Realignment Costs
2
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12.3
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4.7
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77.1
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13.7
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Restructuring Charges
3
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0.0
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0.1
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0.0
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0.5
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Adjusted EBITDA
|
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$
|
18.7
|
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$
|
15.5
|
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$
|
56.9
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$
|
50.0
|
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(1)
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Other Income (Expense) principally includes income (loss) from investments, foreign currency exchange gains (losses) and loss on disposal of fixed assets. Management does not consider these costs to be indicative
of our core operating results.
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(2)
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Acquisition and Realignment Costs include such items, when applicable, as (a) GAAP purchase accounting adjustments for certain deferred revenue and costs, (b) legal, accounting and other professional fees
directly attributable to acquisition activity as well as fees related to extraordinary efforts for the completion of the 2016 audit, (c) employee severance and retention payments and third party professional fees directly attributable to
acquisition or corporate realignment activities and (d) legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date. Management does not
consider these costs to be indicative of our core operating results.
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(3)
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Restructuring Charges includes restructuring expenses pursuant to our integration plan announced on September 23, 2014. Management does not consider these costs to be indicative of our core operating
results.
|